Back at Mumm-Ruzzo's pyramid, Brainchild, Mumm-Ruzzo & Panthro were doing battle with Mumm-Ra. Mumm-Ruzzo threw numerous blasts of his holy magic, Panthro attacked numerously with his nunchukus, and Brainchild used the Mind Gem. All attacks were easily parried by the ever living source of evil. The group of three was somewhat of a loss.

"You shall all face the full fury of Mumm-Ra, the Ever-Living!" Mumm-Ra attacked with his red lightning. All three were weakened considerably by the attack. Just then, a loud rumble was heard. Moments later, the ThunderTank comes barging through the wall. The cavalry arrived: Lion-O, Hystalin, Cheetara, Nocti, Hypnos, Tygra, Ailura, Acrapha & Devilman arrived at the scene. "You dare attack young and innocent children?" Lion-O shouted as he waved the Sword of Omens. "You can think about it when you go back to Hell!"

Lion-O & Hystalin both attacked Mumm-Ra with their blades, each of them made little progress. Cheetara & Tygra used their weapons, also no so effective. Ailura used her magic on Mumm-Ra, this did some damage, but not too much. Nocti & Hypnos used their weapons and attacked their uncle, also unsuccessful. Devilman tried flying towards Mumm-ra and tried attacking the evil mummy with his sharp claws, but he was easily reflected with a wave of Mumm-Ra's hand.  Mumm-Ra laughed at the groups futile attempt to attack him, and he used his black magic on everyone.

Nocti notices that all of their attacks were being useless, so she thought of a brainstorm. Unfortunately, it did have its side effects. "I expected this to happen." Nocti said. "I didn't want to try this, but I feel I have no choice. Forgive me Hypnos, Acrapha, and mother..." Nocti used her magic to produce a ball of light. She throws the ball of light at the ceiling. She looks at it, and the transformation begins.

"What in the name of everything evil is this?" Mumm-Ra shouted as he sees Nocti transform from a normal woman to a giant mutant before his ruby red eyes. "Now, I shall make you pay for everything you've done!" Nocti shouted in a husky voice. Mumm-Ra used his black magic on Nocti, but due to her mutant status, the attack was useless. Nocti then tried to pound Mumm-Ra with her mutant fist.

Hypnos & Acrapha, who were unconscious, slowly woke up and accidentally saw the ball of light at the roof. The transformation began with the two. Hypnos & Acrapha slowly mutated into giant cat/monkey hybrids.  "How did we become like this?" Hypnos shouted in a husky voice.  She & Acrapha look at Nocti attacking Mumm-Ra. "I think we should help our sister." Acrapha shouted.

Nocti was about to finish off Mumm-Ra until in a quick move, Mumm-Ra flew under and grabbed Nocti's tail. "AHHHHHHH!!!!!!!!!" Nocti shouted as she can feel her tail being pulled. "So, your tail is your weakness! I shall pull this appendage off of you!" Mumm-Ra continued to violently pull Nocti's tail. While Mumm-Ra pulled Nocti's tail, Mumm-Ra was whacked by Acrapha's tail. "Where did that come from?"  Mumm-Ra said has he accidentally let go of Nocti's tail. Mumm-Ra looked over to see Acrapha & Hypnos standing close to them in the same mutant forms as Nocti is.

"More mutants?" Mumm-Ra shouted. "What is this universe of evil coming to?" Acrapha & Hypnos began to pound Mumm-Ra to the ground. "Your evil wind end now!" Hypnos shouted. "Never!" Mumm-Ra bellowed out. "Wherever evil exist, Mumm-Ra lives!" As soon as Mumm-Ra said that, Acrapha finally knocked out Mumm-Ra with her tail.  It appears that the ThunderCats won the fight; however, Hystalin began to woke up. She looks at the ball of light and the transformation phase began on Hystalin. Nocti looks to her mother and sees her transforming. "Oh no! She's transforming!" Nocti shouted. "I've got to cut off the tail!" Nocti tried running to her mother until Mumm-Ra raised his hands with a slight twitch and chanted a paralysis spell on Nocti, rendering her immobile for a brief moment. "Shit! I cannot move!" Nocti said out loud. Nocti could not stop her mother from going ape.